Albert E. Girod
11200 Rockville Pike, Suite 310
Rockville, MD 20852
June 11, 2002
Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
Re: Comments on the Proposed Rule: Form 8-K Disclosure of Certain Management Transactions File No. S7-09-02
Dear Mr. Katz:
I am an Insider and 10% Owner of a Nasdaq listed company. I fully support the proposed changes that would require more timely disclosure of Insider transactions and the electronic submission of these disclosures. I applaud the Commission for proposing these major improvements to the disclosure rules concerning insider transactions.
Specific comments follows:
Separate Form. The electronic submission of a separate Form or Form type should be mandated. The 8-K is already used for numerous other transactions and burying these types of transactions as an Item 10 event will only make it more difficult for an Investor to find the information. Why should an Investor have to scan or search all 8-K’s just to see if an Insider trade is being reported?
Standardized Format. A standardized format should be established to insure consistent and understandable reporting. This is a must! Freeform reporting will only lead to more confusion. EDGAR should reject any submission that does not adhere to the required format.
Simplify. Simplify the reporting for the Insider and likewise the analysis by the Investor by combining all Insider trading disclosures onto one Form. Eliminate or combine all existing Insider trading Forms (Form 3, 4, 5 and 144) onto one form.
Timely Reporting. The disclosure should be filed immediately – within 24 hours of the event. The investing public should be able to see Insider events in as near to real-time as possible. Clearly the Insider knows that the transaction is about to take place so preparing and submitting the electronic disclosure form immediately should be required.
Sanctions/Penalties. These new disclosure rules need teeth - real penalties for non-compliance. Perhaps economic penalties, loss of trading privileges in the Company’s stock, etc. Something more than just a slap on the wrist.
Reporting of all Transactions. Immediate reporting of all transactions concerning the Insider’s derivative and non-derivative securities must be disclosed. This includes all option grants, pledges, gifts, collateralization, etc. Often these types of transactions are more meaningful and significant than open market buys and sells. The investing public should be made aware of any Insider transaction that pledges Company stock or uses Company stock to secure or collateralize a loan. This represents a huge and very significant hole in the current reporting requirements. The potential downside to an Investor of a forced sale due to a margin call is significant. Any and all loans that are currently secured or collateralized by Company stock must be disclosed.
10b5-1 Sales Plans. The complete Plan document should be disclosed and filed as an attachment to the 8-K. An investor needs to know and understand the specifics of the trading plan.
I appreciate the opportunity to comment on this very important issue and rule change. Please do not hesitate to contact me if you have any questions.
Albert E Girod